These Service Terms & Conditions (the ‘Terms’) apply between the customer as set out in any Service Schedule (the ‘Customer’) and Creative Huddle Limited, a company registered in England & Wales under registration number 07295980, with its registered office at 23 St Leonards Road, Bexhill On Sea, East Sussex TN40 1HH (‘Creative Huddle’).
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Contents:
1. DEFINITIONS
The following definitions apply in these Terms:
Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Charges: the sums payable for the Services, as set out in the Service Schedule.
Confidential Information: means all confidential or proprietary information (however recorded or preserved) that is disclosed or made available, directly or indirectly, by a party, relating to the Services or concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs.
Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly.
Customer Materials: all documents, information, items and materials in any form, whether owned by the Customer or a third party, which are provided by the Customer to Creative Huddle in connection with the Services, including the items provided pursuant to Clause 4.1.4 and any Input as per Clause 4.3.
Deliverables: any output of the Services to be provided by Creative Huddle to the Customer as specified in the Service Schedule and any other documents, products and materials provided by Creative Huddle to the Customer in relation to the Services.
Force Majeure Event: any act or omission beyond reasonable control, including (without limitation): (i) strikes lock-outs or other industrial action; (ii) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; (iii) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster; (iv) impossibility of the use of public or private telecommunications networks; (v) the acts, decrees, legislation, regulations or restrictions of any government; and (vi) acts of third parties.
IPR: intellectual property rights being, all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Service Schedule: the service schedule for the Services agreed by or on behalf of the Customer.
Services: the services as set out in the Service Schedule, including services which are incidental or ancillary to such services.
VAT: value added tax or any equivalent tax chargeable in the UK or elsewhere.
Data Processing Agreement: means the Data Processing Agreement entered into by and between Customer and Creative Huddle.
2. CONTRACT BETWEEN CREATIVE HUDDLE AND CUSTOMER
2.1 The request for Services by a Customer constitutes an offer by the Customer to purchase the Services in accordance with these Terms.
2.2 The offer shall only be deemed to be accepted until the earlier of Creative Huddle (a) accepting such offer in writing or (b) providing the Services at which point a contract for the provision of the Services under these Terms (the ‘Contract’) will come into existence (the ‘Commencement Date’). Such acceptance will be subject to and following Customer’s confirmation and acceptance of the Service Schedule sent by Creative Huddle, these Terms, and where applicable, the Data Processing Agreement.
2.3 These Terms apply to the Services to the exclusion of all other terms and conditions, including any terms and conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document, and each Service Schedule constitutes a separate Contract between Creative Huddle and the Customer.
2.4 In case of any conflict or inconsistency between these Terms and the Service Schedule (including any additional terms agreed therein), the latter shall prevail.
2.5 Creative Huddle may, at any time, and in its sole discretion, modify these Terms, to be effective immediately on notification to Customer.
3. CREATIVE HUDDLE'S RESPONSIBILITIES
Creative Huddle shall use reasonable endeavours to: (i) supply the Services and Deliverables to Customer in all material respects in accordance with these Terms; (ii) meet any performance dates specified in the Service Schedule, with any such dates being estimates only and time for performance by Creative Huddle shall not be of the essence; and (iii) observe all health and safety and security requirements that apply at Customer’s premises and that have been communicated to it under Clause 4.1.5.
4. CUSTOMER'S OBLIGATIONS
4.1 Customer shall:
4.1.1 co-operate with Creative Huddle in all matters relating to the Services;
4.1.2 appoint a manager for the Services, as identified in the applicable Service Schedule;
4.1.3 provide, for Creative Huddle, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to Customer’s premises or other facilities as reasonably required under the Service Schedule;
4.1.4 provide to Creative Huddle, in a timely manner and at no charge, all documents, information, items and materials in any form (whether owned by Customer or third party) required under the Service Schedule or otherwise reasonably required for performance of the Services and ensure that they are accurate and complete in all material respects;
4.1.5 inform Creative Huddle of all health and safety and security requirements that apply at Customer’s premises, as set out in the applicable Service Schedule; and
4.1.6 obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable Creative Huddle to provide the Services before the date on which the Services are to start.
4.2 If Creative Huddle’s performance of its obligations under these Terms is prevented or delayed by any act or omission of Customer, its agents, subcontractors, consultants or employees, then, without prejudice to any other right or remedy it may have, Creative Huddle shall be allowed an extension of time to perform its obligations equal to the delay caused by Customer.
4.3 Where Creative Huddle requests any input or comments (“Input”) from the Customer, such Input must be provided within the timescale requested by Creative Huddle whether in the Service Schedule or otherwise.
Creative Huddle may take into account any Input provided by Customer, however Creative Huddle will retain overall control of the Deliverables and may, in its sole discretion, decide whether or not to incorporate all or any aspect of the Input.
4.4 Where no such Input is received under Clause 4.3, without prejudice to any other of Creative Huddle’s rights or remedies, Customer will be deemed to have: (i) given approval to Creative Huddle to proceed with the Services (which Creative Huddle may or may not accept, at its discretion), and (ii) confirmed that the Deliverables meet the requirements set out in the applicable Service Schedule in all material respects. In any case, Creative Huddle reserves the right:
4.4.1 not to commence the Services or any planned stage of the Services until it has received any required Input from Customer;
4.4.2 to terminate this Contract on giving Customer 7 days’ written notice; and/or
4.4.3 to invoice Customer for any milestone payments that might be due as detailed in Clause 6.
5. CHANGES TO SERVICES AND ADDITIONAL SERVICES
5.1 If, during the Contract, Customer asks for changes to the agreed Services and/or Service Schedule or the Contract, then Creative Huddle will use its reasonable endeavours to:
5.1.1 notify Customer as soon as possible of any impact on Services it is currently carrying out, especially estimated timescales and prices;
5.1.2 where it is reasonably possible, notify Customer of any additional costs before it commences any work; and
5.1.3 charge any work outside the scope of agreed Services at Creative Huddle’s prevailing time and materials rates in place from time to time, unless otherwise agreed in writing by the Parties.
5.2 If, during the Contract, Customer requests additional services that are not included in the applicable Service Schedule (“Additional Services”), Creative Huddle may agree to provide such Additional Services, in which case details of those Additional Services shall be as agreed between Creative Huddle and the Customer in writing and in a new Service Schedule, and unless otherwise agreed by the Parties in writing, these Terms shall apply to the provision of such Additional Services.
6. CHARGES AND PAYMENT
6.1 In consideration of the provision of the Services by Creative Huddle, Customer shall be invoiced the Charges in advance of any workshop or other performance of the Services, unless otherwise agreed in writing by the Parties.
6.2 Customer shall pay each invoice submitted to it by Creative Huddle within 30 days of receipt to a bank account nominated in writing by Creative Huddle from time to time.
6.3 Without prejudice to any other right or remedy Creative Huddle may have, if Customer fails to pay any sum due under the Contract on the due date, then Creative Huddle may suspend all or part of the Services until payment is made in full and Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
6.4 All sums payable to Creative Huddle under the Contract are exclusive of VAT, and Customer shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice and shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
7. CANCELLATION
If Customer requests to cancel or postpone the Services prior to any date specified in the Service Schedule (the “Scheduled Date”), the following Charges shall be due:
i) 10% of Charges due for 30 days’ notice before the Scheduled Date;
ii) 25% of Charges due 14 days before the Scheduled Date;
iii) 50% of Charges due 7 days before the Scheduled Date; and
iv) 100% of Charges due for 3 days before the Scheduled Date.
Written notification of cancellation or postponement to be sent to feedback@creativehuddle.co.uk.
Notwithstanding the foregoing, in the event of postponement, Customer must re-schedule and must run the postponed Services within six (6) months of the original Scheduled Date. Failure to do so will mean that 100% of the Charges are due and no refunds will be given. The Services may only be postponed and then rescheduled once unless Creative Huddle provides its consent in its sole and entire discretion to any further postponement(s).
8. IPR
8.1 All IPR in or arising out of or in connection with the Services, other than IPR in any Customer Materials shall be owned by Creative Huddle or its licensors, as applicable.
8.2 Subject to Clause 12.5, Creative Huddle grants to Customer, or shall procure the direct grant to Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy and modify the Deliverables (excluding the Customer Materials) for the purpose of receiving and using the Services and the Deliverables in its business. Customer shall not sub-license, assign or otherwise transfer the rights granted in Clause 8.2.
8.3 Customer grants Creative Huddle a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Customer Materials for the term of the Contract for the purpose of providing the Services to Customer. Customer and its licensors shall retain ownership of all IPR in the Customer Materials.
8.4 Creative Huddle warrants that receipt and use of the Services and Deliverables by Customer shall not infringe the rights, including IPR, of any third party and shall, subject to Clauses 11.1 and 12.5, indemnify Customer against any direct liabilities, costs, expenses, damages and losses incurred by Customer arising out of or in connection with any claim brought against Customer on the Services and the Deliverables; and the Customer shall have no claim under the indemnity at Clause 8.4, to the extent the infringement arises from: (i) the use of the Customer Materials in the development of, or the inclusion of the Customer Materials in any Deliverable; (ii) any modification of the Deliverables or Services, other than by Creative Huddle; and/or (iii) compliance with Customer’s specifications or instructions.
8.5 Customer warrants that receipt and use of the Customer Materials in the performance of the Contract by Creative Huddle, its agents, subcontractors or consultants shall not infringe the rights, including any IPR, of any third party and shall indemnify Creative Huddle in full against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Creative Huddle arising out of or in connection with any claim brought against Creative Huddle, its agents, subcontractors or consultants for actual or alleged infringement of a third party’s IPR arising out of, or in connection with, the receipt or use in the performance of the Contract of the Customer Materials.
8.6 If either party (“Indemnifying Party”) is required to indemnify the other party (“Indemnified Party”) under this Clause 8, the Indemnified Party shall:
8.6.1 notify the Indemnifying Party in writing of any claim against (“IPR Claim”);
8.6.2 allow the Indemnifying Party, at its own cost, to conduct all negotiations and proceedings and settle the IPR Claim, provided that the Indemnifying Party shall obtain the Indemnified Party’s prior approval of any settlement terms, such approval not to be unreasonably withheld;
8.6.3 provide the Indemnifying Party with such reasonable assistance as required, subject to reimbursement of the Indemnified Party’s reasonable costs and
8.6.4 not, without prior consultation with the Indemnifying Party, make any admission relating to the IPR Claim or attempt to settle it, provided that the Indemnifying Party considers and defends any IPR Claim diligently, using competent counsel and in such a way as not to bring the reputation of the Indemnified Party into disrepute.
9. DATA PROTECTION
Where the Services involve the processing of personal data with the Customer as the controller and Creative Huddle as the processor, Creative Huddle and the Customer agree to enter into and comply with their respective data protection obligations as set out in the Data Processing Agreement.
10. CONFIDENTIALITY
Each party undertakes that it shall not at any time during the Contract, and for a period of one year after termination of the Contract, disclose to any person any Confidential Information, except to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights and/or obligations under the Contract, who are subject to confidentiality provisions no less stringent than those in this Clause 10, and as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
11. LIMITATION OF LIABILITY
11.1 Creative Huddle’s and its employees, agents and sub-contractors’ total aggregate liability to the Customer arising under or in connection with the Contract, the Services, any Deliverables, and for the avoidance of doubt, any indemnity obligations, is limited to 100% of the Charges paid for the Services during the 12 months immediately preceding the date on which the claim arose.
11.2 Creative Huddle shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under the Contract.
11.3 Nothing in these Terms excludes the liability of either party for death or personal injury due to negligence, fraud or fraudulent misrepresentation, or any other such liability that cannot be excluded under the applicable law.
11.4 Customer assumes sole responsibility for results obtained from the use of the Services and the Deliverables. Creative Huddle shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Creative Huddle by the Customer in connection with the Services, or any actions taken by Creative Huddle at the Customer’s direction.
11.5 All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms and each Contract and the Services and the Deliverables are provided to Customer on an “as is” basis.
12. TERMINATION
12.1 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
12.1.1 the other party commits a material breach of the Contract, the Agreement or the Data Processing Agreement, which is irremediable or, if such breach is remediable, fails to remedy that breach within a period of 28 days after being notified in writing to do so;
12.1.2 the other party suspends, or threatens to suspend payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts, within the meaning of section 123 of the Insolvency Act 1986, or takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
12.1.3 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
12.2 Without affecting any other right or remedy available to it, Creative Huddle may terminate the Contract with immediate effect by giving written notice to the Customer, or may suspend the supply of Services under the Contract if:
12.2.1 the Customer fails to pay any Charges or other amount due under the Contract on the due date and remains in default more than 7 days after being notified in writing;
12.2.2 there is a change of Control of Customer; or
12.2.3 the Customer becomes subject to, or in Creative Huddle’s reasonable opinion, is about to become subject to any of the events listed in Clause 12.1.
12.3 Where the Services are provided on an ongoing basis (as set out in the Service Schedule), either party may terminate the Contract on giving the other party 1 month’ written notice.
12.4 On termination or expiry of the Contract:
12.4.1 Customer shall immediately pay to Creative Huddle all outstanding unpaid invoices and interest as well as all the Charges due in respect of the Services supplied but for which no invoice has been submitted. Creative Huddle shall, on request, return any of the Customer Materials; and
12.4.2 The following clauses shall continue in force: 1, 6, 8, 9, 10, 11, 12, 13 and 14.
12.5 If the Contract is terminated by Creative Huddle in accordance with this Clause 12 and/or the Customer doesn’t comply with Clause 12.4.1, the licence granted by Creative Huddle in accordance with Clause 8.2 shall cease and Customer shall immediately return any Deliverables supplied prior to the date of termination.
12.6 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
13. NON-SOLICITATION
13.1 Customer shall not, without the prior written consent of Creative Huddle, at any time during the Contract and for 6 months after its expiry or termination, solicit, entice away from Creative Huddle or employ or attempt to employ any person who is or has been engaged as an employee, consultant or subcontractor by Creative Huddle in the provision of the Services.
13.2 Any consent given by Creative Huddle in accordance with Clause 13.1 shall be subject to Customer paying to Creative Huddle a sum equivalent to 20% of the then current annual remuneration of Creative Huddle’s employee, consultant or subcontractor or, if higher, 20% of the annual remuneration to be paid by Customer to that employee, consultant or subcontractor.
14. GENERAL
14.1 Creative Huddle shall not be liable for any failure or delay in performing its obligations as a result of a Force Majeure Event and if a Force Majeure Event continues for more than 14 days, it shall be entitled to terminate the Contract by giving 7 days’ written notice.
14.2 Customer shall not partially or wholly assign or sub-contract any of its obligations under the Contract or these Terms.
14.3 Creative Huddle may perform any or all of its obligations under the Contract and Terms through sub-contractors, agents or other third parties, without Customer’s written consent.
14.4 These Terms and the Contract represent the entire agreement between the parties and supersedes all earlier warranties, representations, statements or agreements (whether written or oral). Customer acknowledges that in entering into the Contract and accepting these Terms, it has not relied on any, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to the Contract or not) other than as expressly set out in these Terms and the Contract as a warranty.
14.5 Any notice under these Terms or the Contract or required by statute, law or regulation shall be delivered in person, sent by registered mail, properly posted and fully pre-paid envelope to the respective parties at their respective registered or principal offices.
14.6 The parties intend that any person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 (“Act”) to enforce any term of the Contract, but this does not affect any right or remedy of a third party which exists, or is available, apart from the Act.
14.7 If any provision is found by any Court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity shall not affect the rest of the Contract, which shall remain in full force and effect.
14.8 Failure by Creative Huddle to exercise or enforce any of its rights or remedies under the Contract shall not constitute a waiver of any such right or remedy, nor shall it prevent the exercise or enforcement of the right or remedy at any time.
14.9 Unless otherwise expressly stated, nothing in these Terms shall create a partnership or agency between the parties.
14.10 If a dispute arises between the parties in relation to these Terms or the Contract in any way, the parties shall first try in good faith to amicably resolve the dispute within 28 days of the dispute arising.
14.11 Subject to Clause 14.10, these Terms, the Contract and any dispute arising out of or in connection with its subject matter, formation and/or performance shall be governed by and construed in accordance with English law and the parties submit to the courts of England & Wales having exclusive jurisdiction.
DATA PROCESSING ADDENDUM
PARTIES
This Data Processing Agreement is entered into by and between the Customer specified in the relevant Service Terms and/or Statement of Work or email exchange between the parties (the Customer) and Creative Huddle Limited, a company registered in England & Wales under registration number 07295980, with its registered office at 23 St Leonards Road, Bexhill On Sea, East Sussex TN40 1HH (Creative Huddle), individually a party and together the parties.
BACKGROUND
(A) The Customer and Creative Huddle entered into the Service Terms and Conditions (Service Terms) that may require the Creative Huddle to process Personal Data on behalf of the Customer.
(B) This Personal Data Processing Addendum (Agreement) sets out the additional terms, requirements and conditions on which Creative Huddle will process Personal Data when providing services under the Service Terms. This Agreement contains the mandatory clauses required by Article 28(3) of the General Data Protection Regulation ((EU) 2016/679) (EU GDPR) and the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR) and the Data Protection Act 2018 for contracts between controllers and processors.
AGREED TERMS
1. DEFINITIONS AND INTERPRETATION
The following definitions and rules of interpretation apply in this Agreement.
1.1 Definitions:
Business Purposes: the services to be provided by Creative Huddle to the Customer as described in the Service Terms and any other purpose specifically identified in ANNEX A.
Commissioner: the Information Commissioner (see Article 4(A3), UK GDPR and section 114,DPA 2018).
Controller, Processor, Data Subject, Personal Data, Personal Data Breach and Processing: have the meanings given to them in the Data Protection Legislation.
Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK and the EU (to the extent applicable to the parties under the Agreement) including without limitation the EU GDPR (where applicable); the UK GDPR; the Data Protection Act 2018 (and regulations made there under) (DPA 2018); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended;
EEA: the European Economic Area.
Records: has the meaning given to it in Clause 12.
Standard Contractual Clauses (SCCs): the ICO's International Data Transfer Agreement for the transfer of personal data from the UK and/or the ICO's International Data Transfer Addendum to EU Commission Standard Contractual Clauses and/or the European Commission's Standard Contractual Clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 as set out in the Annex to Commission Implementing Decision (EU) 2021/914 and/or the European Commission's Standard Contractual Clauses for the transfer of Personal Data from the European Union to processors established in third countries(controller-to-processor transfers), as set out in the Annex to Commission Decision 2010/87/EU.
Term: this Agreement's term as defined in Clause 10.
UK GDPR: has the meaning given to it in Section 3(10) (as supplemented by section 205(4)) of the DPA 2018.
1.2. This Agreement is subject to the terms of the Service Terms and is incorporated into the Service Terms. Interpretations and defined terms set forth in the Service Terms apply to the interpretation of this Agreement.
1.3 The Annexes form part of this Agreement and will have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Annexes.
1.4 A reference to writing or written includes faxes and email.
1.5 In the case of conflict or ambiguity between:
(a) any provision contained in the body of this Agreement and any provision contained in the Annexes, the provision in the body of this Agreement will prevail;
(b) the terms of any accompanying invoice or other documents annexed to this Agreement and any provision contained in the Annexes, the provision contained in the Annexes will prevail;
(c) any of the provisions of this Agreement and the provisions of the Service Terms, the provisions of this Agreement will prevail; and
(d) any of the provisions of this Agreement and any executed SCCs, the provisions of the executed SCCs will prevail.
2. PERSONAL DATATYPES AND PROCESSING PURPOSES
2.1 The Customer and Creative Huddle agree and acknowledge that for the purpose of the Data Protection Legislation:
(a) the Customer is the controller and Creative Huddle is the processor.
(b) the Customer retains control of the Personal Data and remains responsible for its compliance obligations under the applicable Data Protection Legislation, including but not limited to providing any required notices and obtaining any required consents, and for the written processing instructions it gives to Creative Huddle.
(c) ANNEX A describes the subject matter, duration, nature and purpose of the processing and the Personal Data categories and Data Subject types in respect of which Creative Huddle may process the Personal Data to fulfil the Business Purposes.
3. CREATIVE HUDDLE'S OBLIGATIONS
3.1 Creative Huddle will only process the Personal Data to the extent, and in such a manner, as is necessary for the Business Purposes in accordance with the Customer's written instructions. Creative Huddle will not process the Personal Data for any other purpose or in a way that does not comply with this Agreement or the Data Protection Legislation. Creative Huddle must promptly notify the Customer if, in its opinion, the Customer's instructions do not comply with the Data Protection Legislation.
3.2 Creative Huddle must comply promptly with any Customer written instructions requiring Creative Huddle to amend, transfer, delete or otherwise process the Personal Data, or to stop, mitigate or remedy any unauthorised processing.
3.3 Creative Huddle will maintain the confidentiality of the Personal Data and will not disclose the Personal Data to third parties unless the Customer or this Agreement specifically authorises the disclosure, or as required by domestic law, court or regulator (including the Commissioner). If a domestic law, court or regulator (including the Commissioner) requires Creative Huddle to process or disclose the Personal Data to a third party, Creative Huddle must first inform the Customer of such legal or regulatory requirement and give the Customer an opportunity to object or challenge the requirement, unless the domestic law prohibits the giving of such notice.
3.4 Creative Huddle will reasonably assist the Customer with meeting its compliance obligations under the Data Protection Legislation, taking into account the nature of Creative Huddle's processing and the information available to Creative Huddle, including in relation to Data Subject rights, data protection impact assessments and reporting to and consulting with the Commissioner or other relevant regulator under the Data Protection Legislation.
3.5 Creative Huddle must promptly notify the Customer of any changes to the Data Protection Legislation that may reasonably be interpreted as adversely affecting Creative Huddle's performance of the Service Terms or this Agreement.
3.6 Creative Huddle’s liability arising out of or in connection with this agreement shall be limited to 100% of the fees paid by the Customer to Creative Huddle in the 12 months immediately preceding the event giving rise to liability or the amount set out in the Service Terms (whichever is lower) save where such liability cannot be limited in accordance with Data Protection Legislation.
4. CREATIVE HUDDLE'S EMPLOYEES
4.1 Creative Huddle will ensure that all of its employees:
(a) are informed of the confidential nature of the Personal Data and are bound by confidentiality obligations and use restrictions in respect of the Personal Data;
(b) have undertaken training on the Data Protection Legislation relating to handling Personal Data and how it applies to their particular duties; and
(c) are aware both of Creative Huddle's duties and their personal duties and obligations under the Data Protection Legislation and this Agreement.
5. SECURITY
5.1 Creative Huddle must at all times implement appropriate technical and organisational measures against unauthorised or unlawful processing, access, copying, modification, reproduction, display or distribution of the Personal Data, and against accidental or unlawful loss, destruction, alteration, disclosure or damage of Personal Data including, but not limited to, the security measures set out in ANNEX B.
5.2 Creative Huddle must implement such measures to ensure a level of security appropriate to the risk involved, including as appropriate:
(a) the pseudonymisation and encryption of personal data;
(b) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;
(c) the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident; and
(d) a process for regularly testing, assessing and evaluating the effectiveness of the security measures.
6. PERSONAL DATA BREACH
6.1 Creative Huddle will within 72 hours and in any event without undue delay notify the Customer if it becomes aware of:
(a) the loss, unintended destruction or damage, corruption, or unusability of part or all of the Personal Data. Creative Huddle will restore such Personal Data at its own expense as soon as possible.
(b) any accidental, unauthorised or unlawful processing of the Personal Data; or
(c) any Personal Data Breach.
6.2 Where Creative Huddle becomes aware of (a), (b) and/or(c) above, it shall, without undue delay, also provide the Customer with the following information:
(a) description of the nature of (a), (b) and/or (c),including the categories of in-scope Personal Data and approximate number of both Data Subjects and the Personal Data records concerned;
(b) the likely consequences; and
(c) a description of the measures taken or proposed to betaken to address (a), (b) and/or (c), including measures to mitigate its possible adverse effects.
6.3 Immediately following any accidental, unauthorised or unlawful Personal Data processing or Personal Data Breach, the parties will co-ordinate with each other to investigate the matter. Further, Creative Huddle will reasonably co-operate with the Customer, in the Customer's handling of the matter.
6.4 Creative Huddle will not inform any third party of any accidental, unauthorised or unlawful processing of all or part of the Personal Data and/or a Personal Data Breach without first obtaining the Customer's written consent, except when required to do so by domestic law.
6.5 Creative Huddle agrees that the Customer has the sole right to determine:
(a) whether to provide notice of the accidental, unauthorised or unlawful processing and/or the Personal Data Breach to any Data Subjects, the Commissioner, other in-scope regulators, law enforcement agencies or others, as required by law or regulation or in the Customer's discretion, including the contents and delivery method of the notice; and
(b) whether to offer any type of remedy to affected Data Subjects, including the nature and extent of such remedy.
7. CROSS-BORDER TRANSFERS OF PERSONAL DATA
7.1 Creative Huddle (and any subcontractor) must not transfer or otherwise process the Personal Data outside the UK and/or the EEA unless in compliance with this Clause 7.
7.2 Creative Huddle may only process, or permit the processing, of the Personal Data outside the UK and/or the EEA under the following conditions:
(a) Creative Huddle is processing the Personal Data in a territory which is subject to adequacy regulations or decisions under the Data Protection Legislation that the territory provides adequate protection for the privacy rights of individuals, which for the avoidance of doubt, includes transfers from the UK to the EEA and from the EEA to the UK. Creative Huddle must identify in ANNEX A the territory that is subject to such adequacy regulations; or
(b) Creative Huddle participates in a valid cross-border transfer mechanism under the Data Protection Legislation, so that Creative Huddle (and, where appropriate, the Customer) can ensure that appropriate safeguards are in place to ensure an adequate level of protection with respect to the privacy rights of individuals as required by Article 46 of the EU GDPR and the UK GDPR. Creative Huddle must identify in ANNEX A the transfer mechanism that enables the parties to comply with these cross-border data transfer provisions and Creative Huddle must immediately inform the Customer of any change to that status; or
(c) the transfer otherwise complies with the Data Protection Legislation for the reasons set out in ANNEX A.
7.3 If any Personal Data transfer between the Customer and Creative Huddle requires execution of SCCs in order to comply with the Data Protection Legislation (where the Customer is the entity exporting Personal Data to Creative Huddle outside the UK and/or the EEA), the parties will complete all relevant details in, and execute, the SCCs and any equivalent United Kingdom documentation (as applicable), and take all other actions required to legitimise the transfer.
8. SUBCONTRACTORS
8.1 Creative Huddle may authorise a third party(subcontractor) to process the Personal Data as required for the Business Purposes.
8.2 Those subcontractors approved as at the commencement of this Agreement are as set out in ANNEX A. Creative Huddle must list all approved subcontractors in ANNEX A and include any subcontractor's name and location.
8.3 Where the subcontractor fails to fulfil its obligations under the written agreement with Creative Huddle, Creative Huddle remains fully liable to the Customer for the subcontractor's performance of its agreement obligations.
9. COMPLAINTS, DATASUBJECT REQUESTS AND THIRD-PARTY RIGHTS
9.1 Creative Huddle must, at no additional cost to the Customer, take such technical and organisational measures as may be appropriate, and promptly provide such information to the Customer as the Customer may reasonably require, to enable the Customer to comply with:
(a) the rights of Data Subjects under the Data Protection Legislation, including subject access rights, the rights to rectify, port and erase personal data, object to the processing and automated processing of personal data, and restrict the processing of personal data; and
(b) information or assessment notices served on the Customer by the Commissioner or other relevant regulator under the Data Protection Legislation.
9.2 Creative Huddle must notify the Customer immediately inwriting if it receives any complaint, notice or communication that relates directly or indirectly to the processing of the Personal Data or to either party's compliance with the Data Protection Legislation.
9.3 Creative Huddle must notify the Customer within 15 days if it receives a request from a Data Subject for access to their Personal Data or to exercise any of their other rights under the Data Protection Legislation.
9.4 Creative Huddle must not disclose the Personal Data to any Data Subject or to a third party other than in accordance with the Customer's written instructions, or as required by domestic law.
10. TERM AND TERMINATION
10.1 This Agreement will remain in full force and effect so long as:
(a) the Service Terms remains in effect; or
(b) Creative Huddle retains any of the Personal Data related to the Service Terms in its possession or control (Term).
10.2 Any provision of this Agreement that expressly or by implication should come into or continue in force on or after termination of the Service Terms in order to protect the Personal Data will remain in full force and effect.
10.3 Either party’s failure to comply with the terms of this Agreement is a material breach of the Service Terms. In such event, either Party may terminate the Service Terms or any part of the Service Terms involving the processing of the Personal Data effective immediately on written notice to the other party without further liability or obligation of the affected party.
10.4 If a change in any Data Protection Legislation prevents either party from fulfilling all or part of its Service Terms obligations, the parties may agree to suspend the processing of the Personal Data until that processing complies with the new requirements. If the parties are unable to bring the Personal Data processing into compliance with the Data Protection Legislation within 30 days, either party may terminate the Service Terms on not less than 15 working days on written notice to the other party.
11. DATA RETURN AND DESTRUCTION
11.1 On termination of the Service Terms for any reason or expiry of its term, Creative Huddle will securely delete or destroy or, if directed in writing by the Customer, return and not retain, all or any of the Personal Data related to this Agreement in its possession or control, except for one copy that it may retain and use for archiving or legal purposes only.
11.2 If any law, regulation, or government or regulatory body requires Creative Huddle to retain any documents or materials or Personal Data that Creative Huddle would otherwise be required to return or destroy, it will notify the Customer in writing of that retention requirement unless prevented by law.
12. Records
12.1 Creative Huddle will keep detailed, accurate and up-to-date written records regarding any processing of the Personal Data, including but not limited to, the access, control and security of the Personal Data, approved subcontractors, the processing purposes, categories of processing, any transfers of personal data to a third country and related safeguards, and a general description of the technical and organisational security measures referred to in 5.1 (Records).
12.2 The Creative Huddle will ensure that the Records are sufficient to enable the Customer to verify the Creative Huddle's compliance with its obligations under this Agreement and the Creative Huddle will provide the Customer with copies of the Records upon request.
13. AUDIT
13.1 Creative Huddle will permit the Customer to audit Creative Huddle's compliance with its obligations under this Agreement, on at least 30 days' notice, during the Term, limited to once per every 12 months. Creative Huddle will give the Customer and its third-party representatives all necessary assistance to conduct such audits.
13.2 The notice requirements in 13.1 will not apply if the Customer reasonably believes that a Personal Data Breach occurred or is occurring, or Creative Huddle is in breach of any of its obligations under this Agreement or any Data Protection Legislation.
14. WARRANTIES
14.1 Creative Huddle warrants and represents that:
(a) its employees, subcontractors, agents and any other person or persons accessing the Personal Data on its behalf are reliable and trustworthy and have received the required training on the Data Protection Legislation;
(b) it and anyone operating on its behalf will process the Personal Data in compliance with the Data Protection Legislation and other laws, enactments, regulations, orders, standards and other similar instruments;
(c) it has no reason to believe that the Data Protection Legislation prevents it from providing any of the Service Terms’ contracted services; and
(d) considering the current technology environment and implementation costs, it will take appropriate technical and organisational measures to prevent the unauthorised or unlawful processing of Personal Data and the accidental loss or destruction of, or damage to, Personal Data, and ensure a level of security appropriate to:
(i) the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage;
(ii) the nature of the Personal Data protected; and
(iii) comply with all applicable Data Protection Legislation and its information and security policies, including the security measures required in 5.1.
14.2 Customer warrants and represents that:
(a) Creative Huddle's expected use of the Personal Data for the Business Purposes and as specifically instructed by the Customer will comply with the Data Protection Legislation;
(b) it has all necessary consents and licences in place for the processing under this Agreement; and
(c) it is in compliance with the Data Protection Legislation at all times.
15. NOTICE
15.1 Any notice given to a party under or in connection with this Agreement must be in writing and delivered to the registered office of the receiving party.
15.2 Clause15.1 does not apply to the service of anyproceedings or other documents in any legal action or, where applicable, anyarbitration or other method of dispute resolution.
This agreement has been entered into on the date on which the Service Terms and/or relevant Statement of Work has/have been concluded (including by exchange of emails).
ANNEX A PERSONAL DATA PROCESSING PURPOSES AND DETAILS
Subject matter of processing: Creative Huddle provides services to companies to use group dynamics, design thinking and facilitation to design and run bespoke meetings, workshops, conferences, as more particularly described in the Service Terms between Creative Huddle and the Customer. The subject matter of the data processing under this Agreement is the personal data of the employees, contractors and other such members of the Customer taking part in Creative Huddle’s services.
Duration of Processing: For the term of the Service Terms or this Agreement, whichever is longer.
Nature of Processing: To provide business services to the Customer pursuant to the Service Terms.
Business Purposes: Creative Huddle shall only process the personal data detailed in this Agreement and Annex A for the following business purposes:
- processing that if necessary to provide its services as agreed between Creative Huddle and the Customer in its Service Terms;
- processing initiated by the Customer through its use of Creative Huddle’s services;
- processing in order to comply with any other instructions provided by the Customer (for example, via email or orally during workshops and meetings) that are in compliance with this Agreement; and
- processing in order to comply with any legal obligations.
Personal Data Categories:
Creative Huddle shall process the following categories of personal data under this Agreement and as per the instructions of the Customer:
- Contact and identification data: (names, email address, title, contact details); and
- Employment details (employer, job title, geographic location, area of responsibility).
Customer may send, communicate, upload, submit, or otherwise provide certain personal data to Creative Huddle for or during the services, the extent of which is typically determined and controlled by Customer in its sole discretion. Creative Huddle does not intentionally process special categories of personal data.
Data Subject Types: Personnel (employees, contractors, freelancers, etc.) of the Customer, commercial and business partners of the Customer.
Identify Creative Huddle's legal basis for processing Personal Data outside the UK and/or the EEA in order to comply with cross-border transfer restrictions:
- Located in a country with a current determination of adequacy: Germany, Ireland; or where such determination of adequacy is not available, in accordance with the Standard Contractual Clauses as outlined directly below.
- Standard Contractual Clauses:
- For Personal Data Transfers Originating from the UK:
- ICO’s International Data Transfer Agreement.
- The International Data Transfer Addendum to the EU Commission Standard Contractual Clauses where the EU Commission Standard Contractual Clauses have been concluded.
- For Personal Data Transfers Originating from the EU:
- EU Commission’s Standard Contractual Clauses of4 June 2021.
Approved Subcontractors:
Airtable with servers located in the USA
Stripe with servers located in Dublin, Ireland and the USA
Xero with servers located in the USA
Calendly with servers located in the USA
Dropbox with processing data location in Germany
Google with processing data location in Dublin, Ireland
Zoho CRM with processing data location in Dublin, Ireland
Microsoft with processing data location in Dublin, Ireland
Typeform with processing data location in Virginia, USA
ANNEX B SECURITY MEASURES
Creative Huddle implements technical and organisational data security measures such as:
Physical access controls: Creative Huddle only permits employees to access their online password protected systems
System access controls: Creative Huddle only permits employees to access their online password protected systems
Data access controls: Creative Huddle only permits employees to access their online password protected systems.
Transmission controls: Creative Huddle only permits employees to access their online password protected systems.
Input controls: James Allen and the administration team at Creative Huddle access the data and have full control on transaction logs and reconciliation of all data
Data backups: All data backups are stored online using a secure password protected online storage supplier
Data segregation: James Allen, founder and Managing Director of Creative Huddle controls data segregation, and only allows those authorised to view, edit or remove data on his prior agreement.
